Purchase and Sale of Notes and Common Stock Sample Clauses

Purchase and Sale of Notes and Common Stock. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, units (each, a “Unit”), in an aggregate amount equal to $10,000,000, consisting of (i) 8.00% unsecured subordinated convertible promissory notes in the aggregate principal amount of $7,000,000, convertible into shares of Common Stock (as defined below), in substantially the form attached hereto as Exhibit B (the “Notes”), and (ii) shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), in an aggregate amount of $3,000,000, at a price per share equal to 25% of the VWAP (as defined below) for the five Trading Days (as defined below) immediately preceding each Closing, subject to a minimum price per share of $0.002 (which price is set before the reverse stock split announced by the Company in June of 2009 and shall be adjusted to reflect such stock split) (the “Per Share Purchase Price”). The Per Share Purchase Price for the First Closing shall be $0.002. At each Closing (as defined below), the Company shall deliver to each Purchaser (i) a Note in the principal amount equal to 70% of the portion of the Purchase Price paid by such Purchaser for such Unit and (ii) shares of Common Stock, the purchase price of which equals 30% of the portion of the Purchase Price paid by such Purchaser for such Unit.
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Purchase and Sale of Notes and Common Stock. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall, severally and not jointly, purchase, the respective principal amounts set forth opposite the names of such Purchasers on Exhibit A, Six Million Dollars ($6,000,000) aggregate principal amount of the Company’s Senior Secured Notes due 2008 (the “Notes”). The Notes are to be issued pursuant to an indenture (the “First Indenture”), to be dated as of the Closing Date (as defined below), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented and amended by the First Supplemental Indenture dated as of the Closing Date (the “Supplemental Indenture”), by and between the Company and the Trustee (the First Indenture as amended and supplemented by the Supplemental Indenture is referred to herein as the “Indenture”). The Notes shall be in substantially the form attached hereto as Exhibit B.
Sample 1
Purchase and Sale of Notes and Common Stock 
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Related to Purchase and Sale of Notes and Common Stock

  • Purchase and Sale of Notes and Warrants (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, secured convertible promissory notes in the aggregate principal amount of up to Three Million Five Hundred Thousand Dollars ($3,500,000), convertible into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), in substantially the form attached hereto as Exhibit B (the “Notes”). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), including Regulation D (“Regulation D”), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder.

  • Purchase and Sale of Notes Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite such Purchaser’s name in Schedule A at the purchase price of 100% of the principal amount thereof. The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder.

  • Purchase and Sale of Common Stock Subject to the terms and conditions set forth herein, the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, up to that number of Shares having an aggregate Purchase Price of Ten Million dollars ($10,000,000).

  • Purchase and Sale of Common Shares (a) Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties set forth in Schedule B to this Agreement, the Purchaser hereby agrees to purchase from the Company and the Company hereby agrees to sell to the Purchaser, on the Closing Date, 104,500,000 Common Shares (the “Purchased Shares”) at a price of $48.60 per Purchased Share for an aggregate purchase price of $5,078,700,000 (the “Share Purchase Price”).

  • Purchase and Sale of Note Subject to the terms and conditions of this Agreement, the Seller hereby agrees to issue to the Purchaser and the Purchaser hereby agrees to acquire from the Seller a certain Convertible Promissory Note (“Note”) in the aggregate principal amount of Fifty Thousand Dollars ($50,000), a copy of which is attached hereto as Exhibit “A”.

  • Purchase and Sale of Debentures Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Buyer agrees to purchase, at each Closing, and Company agrees to sell and issue to Buyer, at each Closing, Debentures in the amount of the Purchase Price applicable to each Closing as more specifically set forth below.

  • Purchase and Sale of Preferred Shares Upon the following terms and conditions, CDRD shall issue and sell to each Investor severally, and each Investor severally shall purchase from CDRD, the number of First Closing Shares and Second Closing Shares indicated next to such Investor's name on Schedule I attached hereto.

  • Purchase and Sale of Preferred Stock 1.1 Sale and Issuance of Series D Preferred Stock. ---------------------------------------------

  • Purchase and Sale of Common Stock and Warrants (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of approximately 3,333,334 shares of Common Stock (the "Shares") at a price per share of $0.90 (the "Per Share Purchase Price") for an aggregate purchase price of $3,000,000 (the "Purchase Price"). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and Regulation S promulgated thereunder. and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder.

  • Purchase and Sale of the Units At the Closing, upon the terms and subject to the conditions set forth in this Agreement, the Seller shall sell, assign, transfer, deliver and convey to the Buyer, free and clear of any Liens, and the Buyer shall purchase, accept and acquire from the Seller, the Units.

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